General Terms and Conditions of Sale
The Contract constitutes an agreement between you (the “Client”) and Webmecanik, a simplified joint-stock company registered with the RCS of Annecy under number 488 883 794 (“Webmecanik”). Webmecanik and the Client are hereinafter referred to individually as a “Party” or collectively as the “Parties”.
Article 1 – Definitions
1.1 – “End Clients”
Refers to the corporate clients of Clients who act as agencies and offer their clients the use of the Services.
1.2 – “Documentation”
Refers to user manuals, user information, technical documentation, and all other documents related to the use of the Software, Third-Party Software, and Services. The Documentation is provided in electronic format and is available on the Webmecanik website.
1.3 – “Data”
Refers to all data or information collected and processed by Clients and/or End Clients through the Services.
1.4 – “Client Data”
Refers to all data or information related to the Clients and End Clients, such as their company name and IP address.
1.5 – “Confidential Information”
Refers to the content of the Contract and all technical, commercial, strategic, financial, economic, research-related, technical specifications, product, development, marketing plan and/or commercial proposal, technical and training support materials, inventions, processes, studies, reports, memoranda, drafts, trade secrets, know-how, ideas, concepts, strategies, and any other information that is confidential in nature, regardless of the medium or form (oral, visual, or written) of its communication to the other Party during negotiations and the execution of the Contract.
1.6 – “Software”
Refers to the computer programs developed by Webmecanik and made available to the Client via the Server, for the purpose of allowing the Client to access the Services, in accordance with the provisions of the Contract.
1.7 – “Third-Party Software”
Refers to software developed by third parties, including open-source software, and made available to the Client via the Server, for the purpose of allowing the Client to access the Services, in accordance with the provisions of the Contract.
1.8 – “Price”
Refers to the fees payable by the Client to Webmecanik, as specified in Appendix A, for the provision of the Services.
1.9 – “Server”
Refers to the server owned and operated by Webmecanik, on which the Software and Third-Party Software are deployed, and which enables the provision of the Services.
1.10 – “Services”
Refers to all services provided by Webmecanik to the Client under the terms of the Contract, as defined in Appendix B and described in the Documentation.
1.11 – “Site”
Refers to the website developed and hosted on the Server by Webmecanik for the purpose of managing the Software and Third-Party Software that enable the provision of the Services.
1.12 – “Support”
Refers to the support and consulting services that Webmecanik provides to the Client to enable proper use of the Software, Third-Party Software, and Services.
1.13 – “Purpose”
The purpose of the Contract is to define the conditions under which Webmecanik, in consideration of the payment of the Price by the Client: grants the Client the right to use the Software, Third-Party Software, the Server, and the Site, and provides the Services to the Client.
Article 2 – Effective Date – Term
Webmecanik Automation
The Contract takes effect on the date an instance is created on the Site, for a term of one (1) year, tacitly renewed for additional periods of one (365) days, unless terminated by one Party by registered letter with acknowledgment of receipt to the other Party with a minimum notice of thirty (30) days before the end of the current contractual period.
Webmecanik Academy
The Contract takes effect on the date an instance is created on the Site, for a term of one (1) year, tacitly renewed for additional periods of one (365) days, unless terminated by one Party by registered letter with acknowledgment of receipt to the other Party with a minimum notice of thirty (30) days before the end of the current contractual period.
Webmecanik Pipeline
The Contract takes effect on the date an instance is created on the Site, for a term of one (1) year or one (1) month, tacitly renewed for additional periods of one (365) days or one month respectively, unless terminated by the Client from their “My account” client interface at
https://my.webmecanik.com or by Webmecanik via registered letter with acknowledgment of receipt to the Client with a minimum notice of fifteen (15) days before the end of the current contractual period.
2.1 – Negotiated Discounts and Tacit Renewal
Upon tacit renewal, any initially negotiated discounts will not be applicable. The renewal will be based on the public prices displayed on our website (see Appendix A) on the date of renewal.
Article 3 – Price – Payment Conditions
3.1 – Price
The price is specified in the financial conditions defined in Appendix A. In the event of tacit renewal of the Contract, the prices applied will be those published on our website at the time of renewal, without taking into account previously negotiated discounts.
3.2 – Payment Conditions and Method
The Price is exclusive of all taxes and all customs duties, levies, and other applicable taxes, which will be paid solely by the Client.
Software:
Webmecanik Automation
Payments for software subscriptions are made by automatic direct debit from a credit card or bank account (with SEPA authorization). Debits are made annually on the invoice issuance date, for the coming year. The reference date for invoicing and payment is the first day of access to the service. In case of negotiation for a monthly payment, administrative fees of €50 per month will be applied.
Webmecanik Academy
Payments for software subscriptions are made by automatic direct debit from a credit card or bank account (with SEPA authorization). Debits are made annually on the invoice issuance date, for the coming year. The reference date for invoicing and payment is the first day of access to the service. In case of negotiation for a monthly payment, administrative fees of €50 per month will be applied.
Webmecanik Pipeline
Payments for software subscriptions are made by automatic direct debit from a credit card or bank account (with SEPA authorization). Debits are made annually or monthly on the invoice issuance date, for the coming year or month, depending on the Client’s billing choice. The reference date for invoicing and payment is the first day of access to the service (prepayment). The applicable Price differs depending on the client’s commitment (annual or monthly).
Training and Services:
Any service and training started are due in full. The invoice is issued after the first day of the service rendered. Unless otherwise stated, the trainer’s travel expenses are not included in the quote and will be due by the client. Invoices for training and services are issued and paid by automatic direct debit from a credit card or bank account (with SEPA authorization). For any payment through your OPCO, you must have submitted your funding request no later than the day before your training. In case of cancellation within 48 hours preceding the training, it will still be due, as well as the travel and accommodation costs incurred by Webmecanik.
Developments:
Specific developments are invoiced with a 50% down payment at the start of the service, and 50% upon delivery. Invoices are payable within 30 days from the date of receipt of the invoice.
Payment Default:
In case of payment default by the Client within the time limits provided for a sum due under the Contract: Any unpaid sum will automatically bear interest on a daily basis at a rate equal to three (3) times the legal interest rate in effect until its full payment, without any prior formality and without prejudice to any other right or recourse available to Webmecanik; Webmecanik will be authorized to invoice the Client an amount that cannot be less than the fixed indemnity of forty (40) euros referred to in Article L. 441-6 I 12e of the Commercial Code, for the costs it has incurred for the collection of sums due (including all procedural costs, expenses, disbursements, and legal or bailiff fees).
3.3 – Suspension of service in case of non-payment
In the event of a failure to pay an invoice within thirty (30) days of its due date, and after the sending of a formal notice that has remained without effect, Webmecanik reserves the right to suspend, with immediate effect, the access of the Client and its End Clients to the Software and Services. This suspension is without prejudice to the application of late payment penalties and the flat-rate recovery indemnity provided for by law. The costs incurred for the recovery of the debt are also due by the Client.
In accordance with Article 1219 of the French Civil Code (exception of non-performance) and Article 1220 of the French Civil Code (exception of anticipated non-performance), Webmecanik is authorized to suspend its contractual obligations. The suspension of access to the service can in no way be considered as a termination of the Contract.
The consequences of the service suspension, such as the interruption of data availability or the loss of functionalities, cannot be attributed to Webmecanik. The Client remains liable for the full amount of sums due, including during the suspension period, and the service will only be restored after full payment of all unpaid sums.
Article 4 – Termination
4.1 – Termination for Breach
A Party (the “Initiating Party”) may terminate the Contract by sending a notification by registered letter with acknowledgment of receipt to the other Party (the “Defaulting Party”) when the Defaulting Party fails to fulfill one of its obligations under the Contract:
- With immediate effect, if the breach is irremediable;
- Or within a period of thirty (30) days from the receipt of the notification sent by the Initiating Party which describes the breaches and requests the Defaulting Party to remedy them if the breach can be remedied and the notification has remained without effect.
- For the purposes of this Article, any breach by the Client of Articles 16 or 20 of the Contract will be considered irremediable.
4.2 – Termination for Convenience
Each of the Parties may terminate the Contract for convenience at any time, by registered letter with acknowledgment of receipt to the other Party for Webmecanik Automation and Webmecanik Academy Software or from the My Account interface for Webmecanik Pipeline, it being specified that in such case:
- Webmecanik will retain the full amount of the annual fee paid by the Client under the terms of Appendix A for the month in which the termination for convenience is notified;
- Webmecanik is authorized to interrupt the provision of the Services to the Client from the last day of the month in which the termination for convenience is notified;
- Webmecanik is authorized to immediately and automatically invoice the Client, as penalties, a sum representing 100% of the total amount of the annual fee remaining due to Webmecanik by the Client for the remainder of its commitment period under the terms of Appendix A.
Article 5 – Confidentiality
The Parties shall make all reasonable efforts to identify all Confidential Information as confidential by affixing the appropriate notice.
Each Party that receives Confidential Information from the other Party undertakes to take the necessary measures to maintain strict confidentiality of such data and not to publish or disclose it to third parties, and not to use the Confidential Information for purposes other than those defined in the Contract.
The above obligations are not intended to apply to Confidential Information of one of the Parties that:
- At the date of conclusion of the Contract, or at any later time, becomes publicly known by any means, other than a breach of the provisions of the Contract by the recipient Party or a third party;
- Is legally obtained from a third party authorized to transfer or disclose this information;
- Is disclosed in accordance with an injunction or a request from a competent court or administrative authority, provided that the recipient Party promptly informs the other Party.
- The confidentiality of the information is required for the entire duration of the Contract and for a period of five (5) years from the termination of the Contract, for any reason whatsoever.
Article 6 – Miscellaneous Provisions
6.1 – Transfer – Assignment
Subject to the provisions of the Contract or the express written consent of Webmecanik, in no case is the Client authorized to sublicense, assign, or transfer to a third party all or part of its rights and obligations under the Contract.
6.2 – Entire Agreement
The Contract constitutes the entire agreement between the Parties with regard to access to and use of the Software and the provision of the Services and prevails over all previous agreements, negotiations, and discussions. The Contract can only be modified by a written amendment signed by authorized representatives of the Parties.
6.3 – Partial Nullity
In the event that one or more provisions of the Contract are considered invalid, illegal, or unenforceable, the other clauses will retain their scope and effect, and the invalid, illegal, or unenforceable provision will be replaced by a provision determined by mutual agreement of the Parties, which, while being valid, legal, and applicable, will be as close as possible to the intention of the Parties when drafting the provision considered invalid, illegal, or unenforceable.
6.4 – Notifications
Any notification in application of the provisions of the Contract must be made in writing to the address of the other Party listed on the last page of the Contract.
6.5 – Force Majeure
Except with regard to the payment of the Price, neither Party will be considered in breach of the Contract due to a failure to perform that would result from a force majeure event as defined by French courts, including war (declared or undeclared), terrorist acts, invasions, rebellions, embargoes, sabotage, vandalism, total or partial strike, internal or external social conflicts at Webmecanik, civil wars, storms, natural disasters, fires, epidemics, the failure of transport or suppliers, in particular the failure of suppliers of electrical energy, heating, air conditioning, electronic communication networks, data transport, or satellites.
Article 7 – Applicable Law – Competent Jurisdiction
The Contract is governed by French law. In case of a dispute between the Parties, the Parties agree to meet to discuss the dispute before initiating a formal procedure to resolve the dispute. All disputes that may arise between the parties relating to the validity, interpretation, execution, or non-execution of this commercial contract will be submitted to the Commercial Court of ANNECY.
Appendix A – Financial Conditions
The Price is listed on the page https://webmecanik.com/pricing/.
Payments are made by credit card for SEPA direct debit. The Client is informed and accepts that Webmecanik retains the credit card data communicated by the Client for the purpose of collecting the sums due under the Contract. The Client undertakes to communicate to Webmecanik all updates to its banking data, in writing and without delay, in order to avoid any payment delays.
Webmecanik Automation
The Price is defined based on the number of contacts with an email address. Additional contacts (exceeding the package) are billed at the beginning of the following month for the month that has just ended, based on actual consumption. In the case of annual billing, if overages from the initial contract are found in the month preceding the renewal, these overages will be included in the annually billed package.
Webmecanik Academy
The Price is defined per user with access to the eLearning platform. A user’s license is valid for an unlimited time and without additional cost for the entire duration of the contract on a Webmecanik software license.
Webmecanik Pipeline
The Price is defined based on the number of users with access to the Software. Additional users (exceeding the initial package) are billed the day after the addition of new seats, prorated for the remaining commitment period before the next renewal (whether monthly or annual). The free offer and its limitations do not imply any billing.
General Terms of Use
By using our services, you confirm that you have read, understood, and accepted these general terms of use.
The terms constitute an agreement between you (the “Client”) and Webmecanik, a simplified joint-stock company registered with the RCS of Annecy under number 488 883 794.
Webmecanik and the Client are hereinafter referred to individually as a “Party” or collectively as the “Parties”.
Article 1 – Definitions
1.1 – “End Clients”
Refers to the corporate clients of Clients who act as agencies and offer their clients the use of the Services.
1.2 – “Documentation”
Refers to user manuals, user information, technical documentation, and all other documents related to the use of the Software, Third-Party Software, and Services. The Documentation is provided in electronic format and is available on the Webmecanik website.
1.3 – “Data”
Refers to all data or information collected and processed by Clients and/or End Clients through the Services.
1.4 – “Client Data”
Refers to all data or information related to the Clients and End Clients, such as their company name and IP address.
1.5 – “Confidential Information”
Refers to the content of the Contract and all technical, commercial, strategic, financial, economic, research-related, technical specifications, product, development, marketing plan and/or commercial proposal, technical and training support materials, inventions, processes, studies, reports, memoranda, drafts, trade secrets, know-how, ideas, concepts, strategies, and any other information that is confidential in nature, regardless of the medium or form (oral, visual, or written) of its communication to the other Party during negotiations and the execution of the Contract.
1.6 – “Software”
Refers to the computer programs developed by Webmecanik and made available to the Client via the Server, for the purpose of allowing the Client to access the Services, in accordance with the provisions of the Contract.
1.7 – “Third-Party Software”
Refers to software developed by third parties, including open-source software, and made available to the Client via the Server, for the purpose of allowing the Client to access the Services, in accordance with the provisions of the Contract.
1.8 – “Price”
Refers to the fees payable by the Client to Webmecanik, as specified in Appendix A, for the provision of the Services.
1.9 – “Server”
Refers to the server owned and operated by Webmecanik, on which the Software and Third-Party Software are deployed, and which enables the provision of the Services.
1.10 – “Services”
Refers to all services provided by Webmecanik to the Client under the terms of the Contract, as defined in Appendix B and described in the Documentation.
1.11 – “Site”
Refers to the website developed and hosted on the Server by Webmecanik for the purpose of managing the Software and Third-Party Software that enable the provision of the Services.
1.12 – “Support”
Refers to the support and consulting services that Webmecanik provides to the Client to enable proper use of the Software, Third-Party Software, and Services.
1.13 – “Purpose”
The purpose of the Contract is to define the conditions under which Webmecanik, in consideration of the payment of the Price by the Client: grants the Client the right to use the Software, Third-Party Software, the Server, and the Site, and provides the Services to the Client.
Article 2 – Software License
Webmecanik grants the Client, who accepts it, a personal, non-exclusive, non-transferable, and non-assignable right, worldwide and for the duration of the Contract, to use the Software, solely for the purpose of using the Services, under the conditions and limits specified in the Contract.
Under this right of use, the Client unreservedly agrees not to:
- Make copies of all or part of the Software, in any way whatsoever.
- Analyze, or have a third party analyze, in the sense of observing, studying, and testing, the operation of the Software to determine the ideas and principles on which the program elements are based when the Software performs loading, display, execution, transmission, or storage operations.
- Decompile, disassemble the Software, reverse engineer to create derivative works from the Software, or attempt to discover or reconstruct the source code, the underlying ideas, algorithms, file formats, or programming or interoperability interfaces of the Software, except within the limits of the right granted by Article L.122-6-1 of the Intellectual Property Code, in any manner whatsoever. In the event that the Client wishes to obtain the information allowing for the interoperability of the Software with another software, the Client agrees to request this information from Webmecanik, which may provide the necessary information to the Client, subject to the latter paying the associated costs.
- Modify, improve, or translate the Software and the Site, including to correct bugs and errors, Webmecanik exclusively reserving this right in accordance with Article L. 122-6-1 I 2° of the Intellectual Property Code.
- Transfer, rent, assign, pledge, or transfer all or part of the ownership of the Software or the Site in any manner whatsoever.
Notwithstanding the above, the Client may authorize the End Clients to use the Software, solely for the purpose of using the Services, under the conditions and limits specified in the Contract, as part of a non-exclusive, personal, non-transferable, and non-assignable sublicense. This sublicense will be granted to the End Clients worldwide and for the duration of the contract concluded between the Client and its End Clients, it being specified that this duration will not exceed the duration of the Contract.
Article 3 – Third-Party Software
By accessing the Site and using the Services, the Client and the End Clients use Third-Party Software. The use of this Third-Party Software is governed by the license conditions of the third party concerned. The Client and the End Clients undertake to carefully read and comply with the license conditions of the Third-Party Software. Webmecanik grants no license and no transfer of rights over this Third-Party Software and cannot be held responsible for any damage or result from this Third-Party Software. As of the date of the Client’s acceptance of the Contract, the Third-Party Software notably includes:
|
Framework |
License |
URL & source code |
|
Mautic |
GNU GPL v3 |
https://github.com/mautic/mautic https://www.gnu.org/licenses/gpl-3.0.html |
|
Symfony |
MIT |
https://github.com/symfony/symfony https://opensource.org/licenses/MIT |
|
Laravel |
MIT |
https://github.com/laravel/laravel https://opensource.org/licenses/MIT |
|
Vue.js |
MIT |
https://opensource.org/licenses/MIT |
Article 4 – Webmecanik’s Commitments
4.1 – Implementation of Services
Webmecanik will provide the Client with all the Services, as detailed exhaustively in Appendix B. The Software, Third-Party Software, Services, Site, Data, and Client Data are hosted on Webmecanik’s infrastructure and Server, which are designed and sized at Webmecanik’s sole discretion. In particular, Webmecanik’s infrastructure and Servers may be shared by multiple clients, which the Client expressly accepts.
Webmecanik reserves the right to modify, at its discretion, all or part of the Site, the Server, the Software and/or Third-Party Software, any element of the existing infrastructure, as well as any hardware or software used in the context of the provision of the Services. The Client undertakes to provide Webmecanik with all reasonable information necessary for the implementation and provision of the Services, upon simple request from Webmecanik.
4.2 – Access to the Site Administration Interface
The Client will be provided with a username and password allowing them to use an account with administrative rights, enabling them to access an interface for entering all Client Data necessary for the execution and use of the Services and/or the management of the Site (hereinafter referred to as the “Backoffice”). The Client understands and accepts that it is impossible to access the Backoffice without entering their username and password. The Client undertakes to keep their username and password secret and not to disclose them to any third party. As such, the Client understands and accepts that they are solely responsible for the security of their username and password and undertakes to promptly inform Webmecanik of any suspicion of theft or fraudulent use of their password and username. Any action performed by a user employing the Client’s username and password will be deemed to have been performed by the Client, except for notification to Webmecanik of a suspicion of theft or fraudulent use of said username and password within a time frame allowing Webmecanik to disable them. The Client may create Backoffice access for its End Clients and undertakes to ensure that the End Clients comply with the terms of the Contract and the Backoffice access procedures.
4.3 – Support
In accordance with the terms of Appendix D of the Contract, the Client may inform Webmecanik of incidents that the Client considers to be incidents or malfunctions by email to the address
support@webmecanik.com and will provide Webmecanik with all relevant information to enable Webmecanik to attempt to reproduce said incidents or malfunctions, it being specified that the necessity and content of any possible response to any such reported incident or malfunction remains at Webmecanik’s sole discretion.
4.4 – Updates and Modifications
4.4.1 Right to Modify Services
Webmecanik reserves the right to make modifications, updates, or evolutions to the services offered, including migrating users to a new software solution, as part of the continuous improvement of its products. These modifications may be made without the Client’s prior explicit consent, provided that they do not affect the functionality, data, or continuity of the service provided.
4.4.2 Solution Migration
Webmecanik may migrate users to a new solution that offers equivalent or improved functionality compared to the initial solution. This migration will be carried out without loss of data or functionality for the Client. Webmecanik guarantees that the migration will be carried out without negative impact on access to services or on data integrity.
4.4.3 Absence of Impact on Services
Webmecanik undertakes that any migration or update will not modify the quality of the services provided, nor disrupt the use of the services by the Client. If changes should affect the functioning of the services, the Client will be informed as soon as possible.
4.4.4 Notification of Modifications
Although Webmecanik has the right to make these modifications without the Client’s prior consent, it undertakes to inform the latter of any substantial change as soon as possible.
Article 5 – Client Commitments
The Client undertakes to:
- Strictly comply with the provisions of the Contract, the Documentation, and all reasonable instructions and directives from Webmecanik.
- Not take any action that could harm Webmecanik’s brands and reputation, the Software, Third-Party Software, or any other Webmecanik product.
- Only use Webmecanik’s names and brands in accordance with the prescriptions addressed by Webmecanik in writing, unless an express contrary agreement has been reached between the Parties in writing.
- Inform Webmecanik of any potential incident or malfunction discovered during the use of the Services.
- Promptly notify Webmecanik of any injunction, claim, or action, directly or indirectly related to the Software and Third-Party Software, and not to enter into any settlement in the context of any action related to the Software and Third-Party Software without Webmecanik’s prior written consent.
- Not use the Software, Third-Party Software, Services, and/or Server for unlawful or illegal purposes, including in violation of Webmecanik’s or any third party’s intellectual property rights.
Article 6 – Data
6.1 – Client Data
The Client acknowledges that the Contract does not create any obligation for Webmecanik to retain Client Data and that Webmecanik cannot be held liable to the Client for this fact in any way. The Client undertakes to keep a backup copy of the Client Data. Webmecanik cannot be held liable to the Client for any deletion of Client Data made on the Site by the Client. However, in case of loss, alteration, or deletion of Data linked to a malfunction of the Server and/or the Site hosted by Webmecanik, and for any damage caused to the Client Data by Webmecanik in the context of the Services, Webmecanik undertakes to provide a copy of the last backup of the Client Data made by Webmecanik. Client Data must in no way: (i) violate applicable law; (ii) infringe on the copyrights, trademarks, or any rights of a third party; (iii) contain unlawful, hateful, obscene, abusive, threatening, or defamatory content; or (iv) contain a virus or any malicious code. In the event that one of the Parties becomes aware that an element of the Client Data contravenes the provisions of this Article, each Party undertakes to notify the other and to work together promptly and in good faith to resolve this difficulty, it being understood that Webmecanik is authorized to delete such an element until the Parties have agreed on a solution. The Client undertakes to implement commercially reasonable measures to search for viruses and other malicious code before downloading any data to the Server, the Site, the Software, and the Third-Party Software.
6.2 – Data
By using the Services, the Client and End Clients are led to collect and process Data, including personal data. As data controllers, the Client and End Clients undertake to comply with the applicable and in-force legal provisions relating to the protection of personal data. You are reminded that Webmecanik’s software cannot be used to process sensitive personal information, particularly personal information of a medical nature or related to health status. Webmecanik, which hosts the data on its Servers, acts as a data processor and on instruction from the data controller. Webmecanik provides sufficient guarantees to ensure the security and confidentiality of the data. This requirement does not relieve the Client and End Clients of their obligation to ensure compliance with these security and confidentiality measures.
6.3 – Subprocessors and security commitments
At Webmecanik, we are committed to guaranteeing the sovereignty and security of the Client’s data. For the operations of our Webmecanik Automation and Webmecanik Pipeline services, we use carefully selected technical subprocessors who may have access to certain client data (each being a “Subprocessor”). Webmecanik conducts a rigorous evaluation of its practices in terms of security, confidentiality, and respect for privacy. Contractual agreements that comply with our obligations are also put in place. We work exclusively with subprocessors who share our commitment to data sovereignty.
|
Service provided |
Location |
Security and confidentiality information |
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Syazen |
France |
Partner in charge of IT facilities. |
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Mailjet |
France |
Partner in charge of email sending. |
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Retarus |
Germany |
Partner in charge of SMS sending. |
|
🇫🇷 If France is the selected hosting cluster (Cluster d’hébergement par défaut): |
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|
OVH Data hosting, backups, logs |
France |
Datacenter. |
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🇨🇭 If Switzerland is the selected hosting cluster: |
||
|
OVH Data hosting, backups, logs |
Switzerland |
Datacenter. |
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🇺🇸 If United States is the selected hosting cluster: |
||
|
OVH US Data hosting, backups, logs |
United States |
Datacenter. |
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🇨🇦 If Canada is the selected hosting cluster: |
||
|
OVH US Data hosting, backups, logs |
Canada |
Datacenter. |
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🇦🇺 If Australia is the selected hosting cluster: |
||
|
OVH Data hosting, backups, logs |
Australia |
Datacenter. |
6.4 – Ownership of Data and Client Data
The Client retains full rights, titles, and interests in the Data and Client Data. Webmecanik does not benefit from any right, title, or interest in the content processed by the Software, and the Client thus retains all the rights it holds over these elements.
6.5 – Ownership of the Software and the Site
The Client acknowledges that the Software and the Site, including any patches, workarounds, updates, upgrades, enhancements, and modifications provided to the Client, as well as all trade secrets, copyrights, patents, trademarks, trade names, and other related intellectual property rights, remain at all times the entire and exclusive property of Webmecanik.
6.6 – Know-how
Any idea, know-how, or technique that may have been developed by Webmecanik, including any improvement or modification of computer programs carried out by Webmecanik, is the exclusive property of Webmecanik. Webmecanik may, at its sole discretion, develop, use, commercialize, and license any software or data processing element similar to or related to the developments carried out by Webmecanik for the Client. Webmecanik has no obligation to reveal any idea, know-how, or technique that may have been developed by Webmecanik and that Webmecanik considers to be confidential and its property.
6.7 – Data Retention
The data collected on anonymous visitors by users of our solution via the marketing automation software is kept for a maximum of 12 months, after the last visit to the website by the visitor. At the end of this period, all data relating to the visitor is deleted.
6.8 – Data Management Process
Context
Webmecanik is not intended to handle its clients’ data. In exceptional cases (client support requests in particular), it is possible that Webmecanik may be required to possess and handle its clients’ data. In this context, here are the rules.
Instructions
Webmecanik fulfills a client’s request (e.g., formatting data to our software standards, data import, etc.).
In no case will a Webmecanik employee become aware of the quality of the data or make a copy of it beyond the scope of the Client’s request.
Webmecanik ensures that the document containing client data is deleted after processing; locally on the computer (desktop/folder/recycle bin) and the message will be archived in the messaging system (support/email inbox).
Employees exposed to this type of handling
- Developers
- Support
- Support team manager
- Account manager (commercial)
Article 7 – Liability
Webmecanik can only be held liable for direct and foreseeable damages within the meaning of articles 1150 and 1151 of the French Civil Code that it could cause to the Client in the context of the execution of the Contract. The Parties have expressly agreed to exclude Webmecanik’s liability for any indirect or unforeseeable damage, particularly in case of loss, interruption of data availability or corruption, loss of profits, loss of income, loss of clientele, damage to reputation, or weakening of any of the Client’s and/or End Clients’ assets. Damages suffered by third parties and End Clients are also qualified as indirect damages. Webmecanik cannot be held liable for:
- Any damage resulting from the loss or inaccuracy of data, results, or programs, the destruction of files or programs, the provision of hardware, software, a service, or a technology;
- Any loss or damage suffered by the Client and/or End Clients due to a third-party request; or
- Any non-compliance with instructions or any non-conforming use of the Software, Third-Party Software, the Site, and/or Services by the Client and/or End Clients.
Webmecanik cannot be held liable for any delay or difficulty resulting from the Client’s computer or network environment, the Client’s third-party providers, and/or the Client’s internet access provider. Within the limits permitted by law, Webmecanik expressly excludes its liability for defective products as defined in articles 1386-1 et seq. of the Civil Code, particularly with regard to damage to goods that are not used by the Client for personal purposes. In no case shall Webmecanik’s total liability under the Contract exceed the total amount of sums paid by the Client to Webmecanik under the Contract during the twelve (12) months preceding the event giving rise to the invocation of liability.
Article 8 – Warranty
8.1 – Warranty against eviction
Webmecanik, at its own expense, will defend and indemnify the Client against any conviction and expense, including reasonable attorney’s fees, in the context of any action or procedure arising from an allegation that the Software infringes a valid patent, copyright, or trade secret of a third party located in the country where the Client is established, provided that Webmecanik is notified by the Client of such action without delay. In the event that, at the conclusion of this action or procedure, all or part of the Software is considered, by a final court decision, to constitute an infringement, Webmecanik undertakes, at its expense and discretion, to:
- Obtain for the Client the right to continue using the Software;
- Modify the Software so that it is no longer infringing;
- Or delete the infringing part of the Software.
Webmecanik will be solely authorized to have control of any defense and/or any settlement in the context of such an action, and the Client undertakes to provide Webmecanik with reasonable assistance in the context of this defense. Notwithstanding the foregoing, Webmecanik will not be held to any obligation towards the Client for any request as mentioned above, in the event that the Software:
- Has been used in a manner that does not comply with the contractual provisions;
- Has been used in correlation with another element, provided that the infringement would not have occurred in the absence of such use.
The foregoing provisions constitute Webmecanik’s entire liability and the Client’s sole recourse in case of infringement of any copyright, patent, trade secret, or other intellectual property right with respect to the Software, Third-Party Software, and Services.
8.2 – Exclusion of Warranty
Any warranty other than those defined in Article 8.1 above is expressly excluded by Webmecanik. In particular, Webmecanik (i) does not guarantee the absence of bugs and consequently does not guarantee that the use of the Software, Third-Party Software, the Server, the Site, and/or Services will be uninterrupted and error-free, and (ii) expressly excludes the warranty against hidden defects as defined by articles 1641 et seq. of the Civil Code. The Client declares to have a perfect knowledge of the Internet and its limits. The Client acknowledges in particular that transmissions over the Internet are not secure and can be delayed, lost, intercepted, or corrupted, and that the transmission of confidential information via the Internet is carried out by the Client at its own risk and peril. The warranties defined by this Article are subject to the provisions of Article 4 above.
Article 9 – Applicable Law – Competent Jurisdiction
The Contract is governed by French law. In case of a dispute between the Parties, the Parties agree to meet to discuss the dispute before initiating a formal procedure to resolve it. All disputes that may arise between the parties relating to the validity, interpretation, execution, or non-execution of this commercial contract will be submitted to the Commercial Court of ANNECY.
Appendix B – Webmecanik Services / Software Features
Webmecanik will provide the following Services to the Client under the Contract, subject to the Client’s compliance with all of its provisions:
- https://webmecanik.com/automation/features/
- https://webmecanik.com/pipeline/features/
- https://webmecanik.com/academy/
Appendix C – Levels of Services / Quality
This Appendix describes the quality of the Levels of Services (SLA) in the context of the Services offered to the Client. This calculation of the availability level does not include the following events:
- Cases of force majeure or unforeseeable circumstances;
- Events not attributable to Webmecanik (including, but not limited to, Internet network disruptions or difficulties attributable to the Client or third-party operators under this Contract);
- Scheduled maintenance periods;
- Interruptions related to modifications made to the Client’s hardware and operating systems and/or to configurations and settings made by third-party entities without Webmecanik’s authorization.
Webmecanik undertakes to provide the Client with regular measurement and monitoring tools (reporting, dashboard) to allow them to check the conformity of the Levels of Services.
Webmecanik Automation
Webmecanik undertakes to provide hosting of the Client Site on the Server with a monthly availability level of 99.9%, which is considered met as long as the cumulative duration of unavailability is less than or equal to one (1) hour per month.
Webmecanik Academy
Webmecanik undertakes to provide access to the Webmecanik Academy interface with a monthly availability level of 99%.
Webmecanik Pipeline
Webmecanik undertakes to provide hosting of the Client Site on the Server with a monthly availability level of 99.9%, which is considered met as long as the cumulative duration of unavailability is less than or equal to one (1) hour per month. For the free offer, the Client may not request compensation from Webmecanik in the event of unavailability exceeding the guaranteed SLA.
Appendix D – Support / Software Maintenance
Throughout the duration of the Contract, and in accordance with the terms of Article 4.3 “Support,” Webmecanik undertakes to provide the Client with software maintenance services. Software maintenance includes Webmecanik’s provision of the following services, as defined below:
- The provision of Software Updates;
- The correction of Anomalies to manage incidents or malfunctions of the Site and/or Server;
- The provision of New Software Versions.
Webmecanik undertakes to provide the Client with access to its Support/helpdesk service via the following email address:
support@webmecanik.com or the support platform available from the website support.webmecanik.com, in order to manage Anomalies and provide remote support to the Client on business days (Monday to Friday, excluding public holidays) and during the following office hours: from 9 am to 6 pm, according to the procedures defined in this Appendix.
1. Definitions
- Anomaly: refers to any failure, incident, malfunction, bug, or blockage, defect, performance degradation (other than network performance) and/or non-compliance with the Documentation or a contractual document, affecting all or part of the Software. Anomalies are classified into three (3) categories based on their criticality or their impact on the Client’s activity: Blocking Anomaly, Major Anomaly, or Minor Anomaly.
- Blocking Anomaly: refers to an Anomaly that makes the total use of the Software or an essential functionality for the use of the Software impossible.
- Major Anomaly: refers to an Anomaly causing major limitations or restrictions in the use of the Software.
- Minor Anomaly: refers to an Anomaly that is neither Blocking nor Major, and in particular, any Anomaly that has no significant impact on the use of the Software but which hinders the Client in the use of all or part of the Software.
- Update: refers to an evolution of all or part of the Software integrating corrections of Anomalies and/or improvements to existing functionalities and/or performance.
- New Version: refers to a subsequent version of the Software. New Versions are major new versions and may include options, functionalities, increases in characteristics, or performance of the Software.
2. Support Levels
These Support Levels are expressed in business days and take effect from the receipt of an Anomaly request accompanied by the necessary information listed in point 3 below. The time for taking the Anomaly into account is understood as the time for acknowledging receipt of the Anomaly by Webmecanik. The time for the initial diagnosis of the Anomaly is a first technical analysis of the Client’s Anomaly and should not be understood as a time for resolving the Anomaly, and in particular as any obligation for Webmecanik to provide a definitive correction to the Client.
Webmecanik’s failure to meet a deadline cannot engage Webmecanik’s liability if the delay is caused by the Client, for example, if the information to be provided by the Client is incomplete or erroneous or if the delay results from the Client’s network or any third-party operator.
Any Anomaly observed by the Client will be pre-qualified and notified by the Client during the Client’s request. After analysis, Webmecanik reserves the right to modify, at its sole discretion, the criticality level of the Anomaly observed by the Client. In case of disagreement, the criticality level of the Anomaly retained will be the one defined by Webmecanik. The content of any possible correction to be made to any Anomaly, incident, or malfunction thus reported by the Client remains at the sole discretion of Webmecanik. Webmecanik undertakes to make its best efforts to take into account any Anomaly within the deadlines specified in the Support Levels described above, in accordance with their criticality level and the inconvenience caused to the Client. Provided that Webmecanik respects this commitment, Webmecanik cannot be held liable for any damage suffered by the Client related to the Anomaly correction deadlines.
Webmecanik Automation
|
Anomaly Criticality |
Time to take into account |
Time for initial diagnosis |
|---|---|---|
|
1. Blocking |
½ Business Day |
1 Business Day |
|
2. Major |
½ Business Day |
3 Business Days |
|
3. Minor |
1 Business Day |
5 Business Days |
Webmecanik Academy
|
Anomaly Criticality |
Time to take into account |
Time for initial diagnosis |
|---|---|---|
|
1. Blocking |
½ Business Day |
3 Business Days |
|
2. Major |
½ Business Day |
5 Business Days |
|
3. Minor |
1 Business Day |
10 Business Days |
Webmecanik Pipeline
Free Plan:
|
Anomaly Criticality |
Time to take into account |
Time for initial diagnosis |
|---|---|---|
|
1. Blocking |
½ Business Day |
5 Business Days |
|
2. Major |
½ Business Day |
10 Business Days |
|
3. Minor |
1 Business Day |
30 Business Days |
Paid Plan:
|
Anomaly Criticality |
Time to take into account |
Time for initial diagnosis |
|---|---|---|
|
1. Blocking |
½ Business Day |
3 Business Days |
|
2. Major |
½ Business Day |
5 Business Days |
|
3. Minor |
1 Business Day |
10 Business Days |
3. Client Request / Anomaly Submission
The Client’s request must be sent to Webmecanik using the address
support@webmecanik.com or the support platform available from the website https://support.webmecanik.com and must contain all the necessary information listed below to allow the Anomaly to be taken into account. The time for taking the Anomaly into account only begins from the moment the request, accompanied by the information listed below required for Anomaly submission, has been transmitted by the Client to Webmecanik. When submitting an Anomaly, the following information will be transmitted by the Client to Webmecanik via the address
support@webmecanik.com or the support platform available from the website https://support.webmecanik.com:
- Client’s name;
- Description of the Software’s behavior when an Anomaly appears (error message or displayed information);
- Conditions for the Anomaly’s appearance and reproduction;
- Means implemented to mitigate the Anomaly’s appearance;
- Possible workaround (if known);
- Qualification of the Anomaly’s criticality level.
To properly submit any Anomaly to Webmecanik, the Client must ensure that the Anomaly comes from the Software made available to the Client via the Server, and not from an anomaly or network malfunction of the Client or a third-party device from the Client’s IT environment. Webmecanik reserves the right to retain the Client’s requests for the subsequent improvement of the Software.
